Spider-Man, The Police, Alyosha Kravinoff, Sergei Kravinoff and their father.

Marital Status

Single

Place of Birth

Russia

Real Name

Dmitri Smerdyakov "Kravinoff" (adopted name)

Usual Bases

New York

Background

"Origins"

Dmitri Smerdyakov was born in Russia to an aristocratic father and a servant girl mother named Sonya. His father was embarrassed that Dmitri resulted from his affair and beat him until he believed that he couldn't be the nobleman's son. (Spectacular Spider-Man #244) He was also the half brother of Sergei Kravinoff, a secret that Sergei kept from Dmitri. Sergei was cruel to his brother, beating him with sticks and whips. (Sensational Spider-Man Annual 1996 and Amazing Spider-Man #389, respectively) Other times, Sergei would lock Dmitri in the tool shed for days as he screamed for help. The young boy would scratch at the walls until his fingers were bloody as Sergei stood outside, laughing. (Spectacular Spider-Man #241) Yet Sergei was always just kind enough to make Dmitri feel that he wasn't entirely bad and could even be a friend. Dmitri learned to become an exceptional actor and mimic to entertain his brother and the family friends. Then the Russian Revolution changed their home country forever and the Kravinoffs fled to America, leaving Dmitri behind as their family home burned. Dmitri followed them but their hatred of him remained. (Amazing Spider-Man #389)

At some point, Dmitri returned to the Eastern Bloc and was trained as a spy. His talents as an actor were put to good use and he adopted the moniker of Chameleon. In his first bout with the then teenage Spider-Man, Chameleon impersonated a physicist at a defense laboratory by the name of Professor Newton and stole the first half of missile defense plans. He decided to use Spider-Man as a patsy. Using a device that let him talk on a frequency that only spiders could sense, Chameleon sent Spider-Man a message telling him to meet him at a rooftop at 10:00 PM to discuss a business matter. Chameleon then disguised himself as Spider-Man, stole the second half of the missile plans and escaped just as the real Spider-Man arrived. The guards accused Spidey of the theft and he fled, realizing he had been set up. He followed the helicopter that left the rooftop just before he arrived, eventually ending up at the water front. Chameleon's stolen chopper was seen hovering over a Soviet submarine and Spidey commandeered a motorboat to reach the sub. His webbing sealed the sub's opening shut and the Russian sub fled. Spider-Man jumped to the hovering helicopter and forced Chameleon to land. The police were waiting but Chameleon escaped by dropping a smoke pellet. He disguised himself as a cop and tried to flee after shutting off the lights but was tracked by Spider-Man's spider sense. His officers disguise was torn and exposed his Spider-Man disguise underneath. Chameleon was then arrested by the police. (Amazing Spider-Man #1)

"Kraven, the Hunter!"

Chameleon was deported after he was arrested but managed to sneak back into the United States to resume his criminal career. He barely escaped Spider-Man during a bank robbery and realized that the web swinger was just as much a danger to him as he ever had been. He realized that the only person that would fight Spider-Man on his behalf was his old "friend," Kraven the Hunter. Dmitri sent a wire telegram to his friend in Africa, where he was living among the animals. After Sergei arrived, Dmitri told him everything he knew about Spider-Man and set up a group of thugs to rob a bank, so that Kraven could watch his prey in action. When Kraven was ready to face Spider-Man for the final time in Central Park, Chameleon disguised himself as his alley to divert the wall crawlers attention. The fake Kraven was unmasked and the real Kraven was defeated. (Amazing Spider-Man #15)

"On the Trail of...The Chameleon!"

Chameleon and Spider-Man crossed paths again years later, while Peter was on a date with Gwen Stacy at an art museum. Peter's spider sense went off as Captain George Stacy passed them, seeming not to notice them. He entered a room and soon a woman screamed that the paintings were missing. J. Jonah Jameson was also at the museum and took Peter and Gwen back to her fathers home, where they found Captain Stacy in a confused state. When Jonah accused George of the theft, the police captain claimed that he must have been drugged. Peter later realized that the only person that could pull off such an impersonation was the Chameleon and he went to the Bugle as Spider-Man. Spidey asked Joe Robertson to put a story on the front page of the paper which concerned the transfer of one million dollars worth of bonds. It was at the bank that Spider-Man saw through Smerdyakov's disguise. He was masked as Peter Parker. Chameleon tossed a bomb at Spider-Man and the police but it was webbed in midair before it could explode. Chameleon tried to get away in a stolen car but it was held back by the arachnid and the thief was captured. (Amazing Spider-Man #80)

"Chameleon and Hulk"

Chameleon returned after the deaths of Gwen Stacy and Norman Osborn. He was again impersonating Spider-Man, which turned out to be a bad idea as the webhead was wanted for their murders. He managed to escape the police gunfire that nearly struck him and escaped in a car with his web gun. He drove off wondering how he was going to complete his mission to break into a men's prison facility. He was interrupted by the Incredible Hulk, who was leaping across the city and happened to land in front of Chameleon's speeding car. The car smashed into the green Goliath and Hulk turned his rage on Smerdyakov. Dmitri quickly changed his appearance to Rick Jones, the only person that Hulk really trusted. He convinced Hulk to break into the prison and take a man that Chameleon needed to see. Hulk returned with Joe Cord...and followed by Spider-Man, whom was investigating why the police were reporting Spider-Man at the prison. "Rick Jones" thanked Cord for saving his life as a child, which confused Cord. Spider-Man then unmasked Chameleon with a webline. Hulk was enraged that "Rick" disappeared and began to shake Chameleon. The police then arrived, saying that they were all surrounded. Chameleon used the distraction to escape in a car but was stopped by a webline. Smerdyakov got out of the car with his gun and the police opened fire, wounding Dmitri in the shoulder and Cord was killed after jumping in front of him to act as a shield. (Marvel Team Up #27)

"Chaos is...The Chameleon!"

The next time Chameleon faced Spider-Man, the wall crawler had just been cleared in the deaths of Osborn and Captain Stacy. He was at a press conference when an old woman approached him, looking for a Spider-Man costume for her 35 year old son. To the crowds shock, Spider-Man hit the old woman, knocking her to the ground. The people quickly came to her rescue and tackled the webhead. Little did they know but the old woman was Chameleon, disguised in a way that Spidey would see him but to others would look like an old woman. Spidey chased Chameleon to a nearby zoo where Smerdyakov released a rhino for him to contend with. After the animal was caught, Chameleon tried to attack the wall crawler with an ax but was quickly beaten. He tried one last time to disguise himself as a cop as the crowd caught up to them but the illusion was ended when the hologram belt was removed. Chameleon was taken away and his boss (later found to be Spencer Smythe) was displeased with his performance. (Amazing Spider-Man #186)

"From Chicago Comes the Chameleon"

Perhaps wisely, Dmitri left New York for his next crime and set up shop in Chicago. He impersonated and replaced a businessman named William Dukane, then began to have meetings with various mafia individuals. (Amazing Spider-Man #306) Smerdyakov kept Dukane alive and tied up in his own closet. Chameleon used the time to reflect on his new goals and powers. He had undergone a procedure to make his flesh featureless but malleable to electrical stimuli in his belt. He shunned his own previous revenge plans against Spider-Man and re-focused on the complete destruction of America as a superpower. He soon kidnapped and impersonated Dr. Edmund Debevic, a federal government scientist specializing in super conductivity. Chameleon was about to dispose of the real Debevic with a bomb when he was interrupted by Spider-Man. Chameleon escaped but not before he was hit with a spider tracer and the bomb was muffled with webbing. Spidey left Dr. Bevic with the police and went after Chameleon, whom took a group of hostages. He found the tracer and removed it, allowing him to escape with the hostages. (Amazing Spider-Man #307)

"The Lobo Brothers War"

Chameleon soon went back to seeking revenge and started impersonating J.J. Jameson. As Jameson, Chameleon bought photos of Spider-Man from Nick Katzenberg that put the webhead in a bad light. He refused to buy pictures from Peter, who was concerned that his spider sense buzzed around the publisher. (Web of Spider-Man #50) Dmitri was soon at a meeting with members of the "Maggia" (a criminal organization similar to the mafia) looking for their permission to become the new top crime lord of New York. He explained that Wilson Fisk had shown himself to be weak in his handling of the Lobo Brothers War. The Maggia members gave him the name of a person to talk to and while they didn't partake in his plan, they didn't stand in the way. He soon visited the man that the Maggia suggested: Hammerhead. (Web of Spider-Man #51) Soon, Eduardo Lobo was dead (shot by his lover, Gloria Grant), Carlos was taken away by the police and Chameleon and Hammerhead had taken over a portion of Fisk's gangland territory. (Web of Spider-Man #55)

"Shakedown"

Chameleon and Hammerhead began looking for hired help for their new organization. They hired a man named Hector to supply blueprint to banks and insurance companies to Max Dillon, all the while Hector suggested that Dillon join a super criminal group. Electro was eventually captured by Spider-Man, but Chameleon was happy that Tombstone had agreed to join their group. (Spectacular Spider-Man #157) Gravitron joined Tombstone and Chameleon and with Trapster, The Brothers Grimm, Goliath and Titania, took up the offer to kill Spider-Man for $100,000 each. The group attacked the Daily Bugle and Spider-Man arrived but was beaten by Gravitron. (Web of Spider-Man #64) After Spidey bounced back, he found the group at Wilson Fisk's skyscraper, demanding to know what happened to their money. (Chameleon had left them a note saying that Kingpin had stolen their payment.) After the group was beaten, the picture of Spidey standing over Goliath made the front page of the Bugle, making Chameleon think that Kingpin's days were over, now that the mafia saw that he needed Spider-Man's help to escape. (Web of Spider-Man #65) At some point, Chameleon and Hammerhead lost control of their respective territories.

"The Hero Subtractor"

Later, Smerdyakov created a new identity as Dr. Turner, a scientist that wanted to study Spider-Man's abilities. He spoke with Jonah Jameson about the idea, who quickly threw him out on the street. Peter happened to overhear the conversation and quickly joined Dr. Turner to learn more about his abilities. Spider-Man was tested by a machine that left him weak and temporarily powerless. Turner was interested in the unexpected results and "promised" to destroy the machine. Chameleon soon hired the Femme Fatales (Mindblast, Bloodlust, Whiplash and Knockout) to go after the web head at JFK airport, where an ambassador from another country was coming to meet a real New York super hero. The Femmes used that moment to attack, and the ambassadors plane was destroyed when the fuel was lit by Knockout. Afterward, Peter was worried that his adventures as Spider-Man were a danger to Aunt May, who unfairly didn't even know that she was in danger. He returned to Dr. Turner and demanded that he remove his spider powers. (Amazing Spider-Man #340)

The exposure to the machine's rays was agony but in the end, his abilities were gone. Doctor Turner told himself that the machine, invented by the Tinkerer, was only supposed to keep Spider-Man suspended, not remove his powers. Still, the idea of Spider-Man being helpless gave him an idea. He hired the Tarantula (Alvarez) to find Spider-Man. Tarantula kidnapped a priest and demanded that Spider-Man take his place. Powerless, Spidey arrived anyway and was quickly overpowered by the criminal. Fortunately, he was saved by the timely interference of Flash Thompson and Felicia Hardy. Doctor Turner was disappointed that Tarantula failed, but soon decided that the Scorpion was a suitable replacement. (Amazing Spider-Man #341)

Of course, Scorpion's first target was Jonah Jameson and he again made the demand that Spider-Man take his hostage's place. Peter witnessed the kidnapping and tried to call the Avengers (they were gone) and the Fantastic Four (who were also gone). He soon called Felicia, who arrived as Black Cat with his costume. Peter did the best he could without his powers but was quickly outclassed by the psychopath. He was defeated by the Black Cat, who shorted his tail out by knocking him into a pool Scorpion had mentioned Dr. Turner during the fight, which confirmed Spidey's suspicions. A spider tracer was soon attached to the escaping maniac, but first Cat and Spidey checked Turner's office and found it abandoned. (Amazing Spider-Man #342)

After getting Peter patched up, he and Cat followed the spider tracer to the Scorpion, where he, the Femmes and Tarantula were meeting with Turner. The doctor revealed himself to be the Chameleon and while Cat dealt with the super criminals, Spidey went looking for the machine that removed his powers. She held them off long enough for Spider-Man to figure out the machine but was badly injured in the fracas. Spidey captured the bad guys, except for Chameleon who escaped as the Black Cat. (Amazing Spider-Man #343)

"Lifetheft"

At a later date, Chameleon took the form of a janitor and began to spy on the Vulture after the old man drained the youth from Spider-Man, returning him to health. He agreed to help Toomes and aided him in the theft of the Juvenator device. Dmitri disguised himself as Dr. Benita Sanchez and threw the real doctor out of her high rise office when Spider-Man arrived at Empire State University. (Amazing Spider-Man #387) Back at their hideout, Chameleon explained that he had been observing Dr. Sanchez and her work with the Juvenator and also witnessed Toomes trying to steal it. Deciding that Vulture would make a good ally for when he took over the mobs, Smerdyakov decided to become partners with the old man. He promised Toomes that he would have permanent youth, if he drained the life force from artificial beings. Those artificial beings made themselves known later, as the robotic duplicates of Richard and Mary Parker arrived with news of Spider-Man's identity. They were about to reveal it when Spidey arrived. The Richard robot was destroyed by the Mary device, Chameleon escaped and the Vulture drained the life from "Mary." Peter swore that Chameleon would pay for what he had done to him. (Amazing Spider-Man # 388)

"Pursuit"

Chameleon hired some mafia goons to protect him, telling them to wait for their target at a house near Central Park. Spidey, following the advice of Detective Connor Trevane, found the thugs at the house and eventually defeated them. Afterward, he left a graffiti note to his enemy: "This is just the beginning, Chameleon!" (Spider-Man #45) After seeing that Spider-Man is beating his way through New York's thugs to find Chameleon, Smerdyakov hired an assassin named Tracer to kill him. At the same time, Chameleon was impersonating a detective named Terry Martin and used his position as a cop to arrange a massive prison escape. After Tracer was beaten, he told Spidey that he had been hired by a NYPD detective named Martin. Spider-Man arrived at Martin's apartment but found it empty and a taunting message on the wall: "It's not the beginning nor the end, but the end of the beginning!" (Spectacular Spider-Man #211)

Soon after, Chameleon impersonated a prison guard and aided in the escape of many armed criminals from a transport truck. He expected the web swinger to immediately apprehend the criminals but was stunned to see him ignore them and go right for him. He reminded Spider-Man that innocents were in danger and escaped as Spidey took on the thugs. Smerdyakov left clues in the truck regarding where to find him, and Spider-Man eventually found his enemy at Kraven the Hunter's mansion. (Web of Spider-Man #112)

Chameleon set traps for the webhead at the mansion, including wild tigers. Spidey steadily made his way through them and found Chameleon in the control room, impersonating Kraven. His attacks failed miserably against Spider-Man and only managed to escape into the graveyard after shocking Spidey with the electrical feature in Kraven's costume. He was about to shoot himself when Spider-Man stopped him, saying that Chameleon wouldn't cheat him out of revenge the way that Kraven had cheated him. At that time, Dmitri's memories of Sergei's abuse of him in Russia resurfaced and he collapsed into a whimpering heap. Spidey couldn't bear to kill such a pathetic mess and instead went back to the mansion, to find out who had sent Chameleon after the Parkers to begin with. Opening a file on a computer, Spidey was stunned to see that it was Harry Osborn, Green Goblin II, that had betrayed him. (Amazing Spider-Man #389)

"Power and Responsibility"

Smerdyakov was soon imprisoned at Ravencroft Asylum, under the psychiatric care of Dr. Ashley Kafka. The Asylum was swiftly under the siege of Dr. Judas Traveller, who was interested in the nature of good and evil. He scanned the minds of several inmates, from Cletus Kasady to Frances Louise Barrison to Smerdyakov. In all of them, he found an obsession with Spider-Man. Traveller decided that Spider-Man needed to be studied as well. (Web of Spider-Man #117)

"The Trial of Peter Parker"

By this time, Smerdyakov was out of his catatonic state. He was soon transported by Traveller to a mock court room, to be in the jury of criminals that were to judge Spider-Man for the crime of turning them all into criminals. (Among the other jurors were Shriek, Vermin and Carrion (Malcolm McBride.) Carnage acted as the prosecutor, while Kaine acted as the defense, with Dr. Kafka and John Jameson as defense witnesses. The "trial" was a farce, as the defense wasn't allowed to present its case and the verdict was a resounding "guilty." The sentence was death and the jury was about to carry out the sentence (Chameleon was armed with a hammer) when they were all battered away by Kaine. This was the result that Traveller expected, and he returned the criminals back to their cells. (Amazing Spider-Man #403)

"Identity Crisis"

By the time, Chameleon was seen again, many months had passed. Ravencroft Asylum was under budget cuts and Smerdyakov was due to stand trial for his crimes now that the courts declared him mentally stable. Dr. Kafka was reluctant to let him go to prison without further therapy and took him to the basement of the asylum to hide him from federal agents. (Spectacular Spider-Man #241) Hidden in Ravencroft, Chameleon mocked Kafka for her compassion, changing his appearance constantly as she spoke to him. He eventually told her that he was ready to take therapy seriously, then grabbed her and smashed her head against a wall. He then took her place and convinced John Jameson that Chameleon had escaped. They left the grounds and as John began to search the perimeter, he was shot by "Ashley." He soon captured Spider-Man after projecting an image of Doctor Octopus dangling Peter Parker over a building. Once he revealed himself to be Chameleon, Smerdyakov was grabbed by Spider-Man and told he was lucky that he wasn't dead, considering what he had done to the Parkers. Spidey then noticed he was getting dizzy and Chameleon told him he had coated his suit in a colorless, odorless chemical that would render him unconscious. After Spidey woke up, he was in Chameleon's hideout, where the criminal tried to convince him his name was really Herbert Fillmore Smith. (Spectacular Spider-Man #242)

Dmitri tried to convince "Herbert" that he had retreated into the Spider-Man identity after his 17 year old daughter had been killed by a drunk driver. The drugs that Chameleon used on him kept Peter's thoughts confused and negated his spider powers and Peter began to wonder if he really was Herbert Smith. As his willpower began to return, his memories of his real life also became clearer. Chameleon tried to "sedate" him again but by then Peter was sure of himself and began to thrash Smerdyakov, despite his threats to reveal his real identity to the world. Chameleon escaped by blending into the background and made his way outside...right to his nephew, Alyosha Kravinoff. (Spectacular Spider-Man #243)

Dmitri (rightfully) believed that Sergei had committed suicide years prior and believed the man standing before him was a hallucination of the dead Kraven. The mocking figure carried him away to the brownstone that Sergei had killed himself. After demanding that Dmitri speak the truth for once in his life, Alyosha was beaten by Smerdyakov, who told him that he hated Sergei for his years of abuse, insults and torture. He said that he had been glad when he heard that Kraven had killed himself and had died in such a cowardly way. Alyosha stopped him, telling him that he and Sergei were brothers. The "hallucination" disappeared and Dmitri felt celebrated in his knowledge that he was an aristocrat and not "a faceless nobody!" Spider-Man then arrived and was about to return him to the asylum when Dmitri mentioned that Kafka and Jameson were trapped in an electrified cage. (Spectacular Spider-Man #244)

Spider-Man was about to take Chameleon apart when he was drugged by a dart, shot by a hidden Alyosha. After Spidey was locked in the electric cage with John and Ashley, Chameleon went to "pay a visit" to Mary Jane. He took on Peter's image at the Parker home and tried to have his way with Mary Jane but she recognized that she wasn't dealing with her husband. She asked him to be quiet, as not to wake Aunt Anna Watson. He agreed, not knowing that Anna was out of town at that time. She confronted him with the fact that Anna was gone and he dropped the act. He beaten by MJ with a baseball bat before Peter even returned from his captivity at the Kravinoff brownstone. Smerdyakov escaped the Parkers but was shot by Alyosha outside for his failure to act like a Kravinoff. (Spectacular Spider-Man #245)

"Chameleon's Final Revenge"

Dmitri survived the gunshot and was saved by doctors after being taken to a hospital. (Spectacular Spider-Man #250) Dmitri was in a very poor psychological state after his previous ordeal and soon tried to join a circus. He created a new identity of Eugene the clown and tried to lose himself in the personality. However, he couldn't escape the fact that Eugene wasn't real and that he was still the Chameleon. He killed his alter ego and went after Spider-Man again. Taking Peter's form, he had dinner with Aunt May and stole her necklace. He soon called Peter on his cell phone and activated the spider sense device that he used in their first encounter. Thus ensuring that Peter believed he was speaking with Smerdyakov, Dmitri told him to meet him at the Lark Building, where, again, they had fought during their first encounter. The rooftop of the Lark Building had a mannequin that was holding May's necklace.

Calling May, Spider-Man asked where "Peter" was going. May said he was going out with Mary Jane. Finding out that Chameleon and MJ were at the Brooklyn Bridge, Chameleon forced Spidey to remove his mask or else Mary Jane died. Peter soon realized that the image of MJ was an illusion and Smerdyakov was really pointing the gun at his own head. In a desperate attempt to reach out to someone, Chameleon told Peter that he learned so much from studying his life and that he loved him. In shock, Peter laughed at him and asked what he would do for an encore. In response, Dmitri Smerdyakov threw himself from the bridge and into the East River. (Webspinners #10 and #11)

"Exterminators"

Somehow he survived his fall into the river and eventually made his way back into Spider-Man's life. The fall into the river must have caused brain damage, as he no longer knew Peter was Spider-Man. After Peter unmasked publicly as part of the Superhuman Registration Act, many of his enemies went after him and his loved ones. Dmitri assembled a group of criminals that he called the Exterminators, which included Swarm, Scarecrow, Electro, Will o' the Wisp and the Molten Man, Mark Raxton. Raxton was very reluctant to join the group, having put his criminal past behind him. It took some arm twisting on Chameleon's part to get him to join, in the form of threatening to murder Normie Osborn as he played with his baseball team. If Raxton declined or threatened Smerdyakov, Max Dillon would fry Normie and his whole baseball team. Mark relented and was soon at the home of his half sister, Liz Allan, at Chameleon's orders. (Sensational Spider-Man vol 2, #29)

Swarm was sent after Mary Jane at the Soho Playhouse, where he was defeated by the activated sprinkler system. Chameleon was still humiliated by his defeat by Mary Jane and hated that he had lost the memory of Spider-Man's identity. Now everyone knew it and he had lost his advantage. He had wanted to toy with Peter but now he would have to settle for killing his family. He impersonated Peter and met with Aunt May at Avengers Tower. He waved off the armored guards that had been assigned to stay at her side and was soon alone with her. (Sensational Spider-Man vol 2, #30) After Molten Man and the others were defeated, he told Spider-Man that Chameleon was going after May. When he arrived, he found that Dmitri had already been beaten by his aunt, who had made oatmeal cookies for him...laced with MJ's sleep medication. She had mentioned things about Peter's past to Chameleon which weren't true but he had agreed had happened. That was when she knew that "Peter" was an impostor. (Sensational Spider-Man vol 2, #31)

"Red Headed Stranger"

Smerdyakov returned after being hired by pro-Taliban forces in Pakistan. He took the identity of a street performer, making a mold of his face, which suffocated him. He then disposed of the body in a vat of acid and masqueraded in his street performer job, as the Statue of Liberty outside of city hall. Peter applied for a job there after Jonah Jameson became mayor and was drugged by the "Statue of Liberty" as he left. A remote controlled ambulance arrived and the Statue took Peter away. Soon at his hideout, Chameleon repeated his face-mold-and-acid-bath routine with Peter. All of this was part of his plan to gain access to the mayor's office. (Amazing Spider-Man #602)

He was soon meeting MJ for lunch (his mind had been wiped clean of Peter's identity after Aunt May was shot by a sniper hired by the Kingpin, and everyone's memories of his dual identity were erased by Tony Stark and Dr Strange), an awkward situation as they had only recently reunited after she left him to pursue her career in Los Angeles. While at lunch she revealed she had been followed from L.A. by a man obsessed with her. "Peter" took him outside and pistol whipped him until he agreed to leave her alone. He met with Flash Thompson later and mocked him for losing his legs in Iraq, telling him that now he was the puny one. Soon he received his orders from Col. Kasab to destroy the Anti-Terrorism headquarters in New York and kill its top leaders with a dirty bomb. At that time, an exhausted Peter Parker escaped from the acid bath. (Amazing Spider-Man #603)

He had survived, despite being groggy from the drugging, by his spider sense warning him on a subconscious level to web himself up before the acid could dissolve him. He knew instantly that Chameleon had targeted him because he had just been hired as Jameson's official photographer and that he would use his city hall access to get to the anti-terrorism command. As he staked out the Anti-Terrorism Headquarters, Spidey was attacked by the Anti-Spider-Man Squad, at JJJ's command. He got away from the squad just long enough to tear at Chameleon's mask, revealing the nearby police officer as the criminal. His spider sense led him to the bomb and the Anti Spidey squad helped him contain the bomb's blast. Smerdyakov escaped and was later met by his former sister in law, Sasha Kravinoff, who wanted his help in avenging her husband's death. (Amazing Spider-Man #604)

"The Gauntlet"/"Grim Hunt"

Dmitri helped Sasha secure the assistance of Electro by breaking him out of prison (Amazing Spider-Man #614) and the employment of Mysterio. (Amazing Spider-Man #620) When the Kravinoffs were ready to resurrect Sergei, Chameleon impersonated Ezekiel Sims at Mattie Franklin's apartment. (Amazing Spider-Man #634) He told Spider-Man and Spider-Woman (Julia Carpenter) that Mattie had already been sacrificed to bring Vladimir Kravinoff back from the dead and that Anya Sofia Corazon was the Kravinoff's next target. Anya was captured by the Hunters and "Ezekiel" drew Spider-Man into the trap. Or so it seemed. (Amazing Spider-Man #635)

It seemed that Spider-Man was captured and killed to return Kraven the Hunter to life but the man in the costume turned out to be his clone, Kaine. The real Spider-Man woke up in a grave and found that Kaine had been murdered. After Sergei was reborn, Chameleon expressed doubt if his half brother had even intended to survive his last ordeal with Spider-Man. "Has anyone stopped to consider the fact that this man shot himself in the head? How do you know he wanted to come back?" he asked the assembled Kravinoffs. Dmitri knew his brother better than he was given credit for, as Sergei hoped to return to death. Spider-Man went through the Kravinoffs quickly. Chameleon was the easiest. (Amazing Spider-Man #637)

"Origin of the Species"

Dmitiri didn't stay down for long. After the birth of Norman Osborn's and Lily Hollister's son, Doctor Octopus demanded that the child be kidnapped so the Goblin Formula that is in its blood could be studied. Spider-Man swung across the city trying to keep the infant out of the hands of the various bad guys posted at spots around New York. In desperation, Spidey handed the baby over to Harry Osborn, promising to hold the thugs off while Harry escaped. Little did Peter know, but "Harry" was really the Chameleon. To keep Spidey off his back, Chameleon told him the child had died while he fought the red Vulture and Freak. (Amazing Spider-Man #644)

An enraged Spider-Man took down every thug he thought may have been working with Octavius, eventually leading him back to Dmitri. He no longer had the infant, as it had been taken from him by the Lizard. Smeryakov took a beating from Octavius for losing the child and he was beaten again by Spider-Man. Three superhuman thrashings in one day? Who knew the skinny little guy was so tough? (Amazing Spider-Man #645)

"Ends of the Earth"

Octavius must have decided to forgive Smerdyakov, as he was soon working for him again with the Sinister Six. He took the identity of Steve Rogers and introduced Ock's tiny octobots into the Vertex Shuttle. (Amazing Spider-Man #648) This came into play after John Jameson's shuttle was hijacked by the octobots after it was launched into space as part of Octavius's final master plan. (Amazing Spider-Man #654)

Smerdyakov stayed deep under cover in the Intelligencia, a group of super criminals whose roster included Red Ghost, Mad Thinker, M.O.D.O.K., Wizard and Klaw. Chameleon had been impersonating Klaw to keep watch over the group, and to alert the rest of the Sinister Six as to when to attack. He was found out by Mad Thinker, who quickly incapacitated Chameleon. (Amazing Spider-Man #676) After the Intelligencia was defeated, Chameleon was sent by Octavius to the meeting of world leaders and scientists to discuss Octopus's threat to increase global warming. Smerdyakov was disguised as Al Gore and was unmasked by Spider-Man. After Chameleon was allowed to leave, the Avengers followed him to the Sinister Six. Fortunately for the Six, the Avengers were defeated. (Amazing Spider-Man #683)

The only Avengers left standing were Spider-Man and Black Widow, with the assistance of Silver Sable. As the trio were attempting to rescue the civilians of the destroyed nation of Symkaria (actually an illusion of Mysterio's) , Chameleon masqueraded as Doctor Octopus to throw them even further off track. He was defeated by an enraged Sable, who damaged his suit with an explosion. The suit came in handy for Spider-Man to communicate with Mysterio, making him trade sides. (Amazing Spider-Man #686)

"Superior Six"

After Dmitri was defeated, he ended up in the custody of S.H.E.I.L.D. A group of Russian assassins were sent to kill him, to prevent him from disclosing certain secrets of the Russian government. He was being held at the Helicarrier, the flying battleship, and was being interrogated by a SHEILD psychologist. The doctor was impressed by his ability to imitate him but the quiet was interrupted when the lights went out and his prison door swung open. He was being broken out of prison by Spider-Man (Octavius), but the escape was cut short when the mercenaries attacked. When Spider-Man got to Chameleon's holding cell, he had escaped and removed the face of the doctor with his pen. (Avenging Spider-Man #20)

Dmitri wore the face of the dead doctor and was hiding among other SHEILD staff that were being moved to a safer area. The Russian mercenaries were making their way through the Helicarrier and one of them recognized Smerdyakov despite his disguise. Spider-Man got him away from the mercenaries, and Black Widow and Hawkeye kept them busy. Spider-Man was disgusted by what Dmitri did to the doctor and began to berate him, but Chameleon took the opportunity to stab Spidey with his pen. One of the mercenaries appeared behind Smerdyakov but Spider-Man stopped him and came up with a plan to get Chameleon off the Helicarrier without question. Chameleon was teleported to Spider-Man's hideout using the Russian's device, but Otto led SHEILD to believe he had teleported to the mercenaries ship, which was quickly destroyed. (Avenging Spider-Man #21)

Chameleon was soon under Spider-Man's mind control, and being forced to be a member of the heroic "Superior Six." When Alchemax labs came under attack from the Wrecking Crew, the Superior Six were there to stop them. Chameleon fooled Wrecker for a moment by appearing as Loki (who had given the Wrecking Crew their weapons), and gave Electro time to shock him. Otto momentarily lost control of the team when Electro was knocked into Sandman and the feedback broke his mental control. After regaining focus, he got them back under control before they could tear him apart. After the Wrecking Crew fled, the Six took the engine they were trying to steal back to Otto's hideout, despite the protests of Liz Allen. (Superior Spider-Man Team Up #5)

In Spider-Man's hideout, the Six were released from his mind control and making threats at him. Chameleon observed that there was something different about him. The face was the same, but everything else had changed. Spider-Man snorted that if Smerdyakov wanted to see change, he should look in the mirror. An alert soon went out and the Superior Six headed out to face Whirlwind. When they arrived, Whirlwind was joined by the Wrecking Crew and the Masters of Evil. Otto immediately realized that they hadnt gathered for mere revenge, this was a distraction. Chameleon was soon overwhelmed by Whirlwind and was out of the fight until their enemies boss arrived. Lightmaster came with the stolen quantum particle engine and attempted to turn it on. Spider-Man tried to stop him but was hit by one of his blasts, ruining his hold over the Six. A young super hero named Sun Girl was ordered to activate the engine and after the initial flash of light, they found New York covered in sand. They also found the Superior Six free and out for blood. (Superior Spider-Man Team Up #6)

While Sandman held Spidey in place, Chameleon took the forms of Green Goblin, Kraven and Doctor Octopus, all of them accusing him of killing them. Mysterion wanted to kill him before he could put them back under his control, but Chameleon said if he could, he would have. He then told Spider-Man that when he was dead, Chameleon would wear his face and kill everyone he knew. Sun Girl showed up as Vulture and Electro tortured Lightmaster to make him tell them how the particle engine worked. Chameleon and Sandman held Spider-Man while the others dealt with her, and Electro tried to power the engine himself. Sun Girl defeated Vulture and Mysterion, then managed to free Spider-Man from Sandman. Spidey immediately broke Chameleon's jaw and he and Sun Girl destroyed the particle engine. (Superior Spider-Man Team Up # 7)

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